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Filing Details

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1351285	Rosetta Stone Inc	RST	Services-Prepackaged Software (7372)	043837082

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1207712	A Phillip Clough	400 East Pratt Street Suite 910 Baltimore MD 21202-3116		Yes	No	Yes	No

Reported Non-Derivative Transactions

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2013-06-11	2,110,324	$15.12	2,989,294	No	4	S	Indirect	By Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Trust

Footnotes

2,110,324 shares were sold in a firm commitment underwritten public offering by ABS Capital Partners IV Trust pursuant to an underwriting agreement dated as of June 6, 2013 by and among Rosetta Stone Inc., the several underwriters identified therein and the selling stockholders identified therein.
Shares are held by ABS Capital Partners IV Trust (the "Trust"), a liquidating trust whose trustee is ABS Capital Partners, Inc (the "Trustee"). All voting and dispositive power over these shares is held by the Trustee. Phillip A. Clough and Laura L. Witt are managing directors of the Trustee and both serve on the issuer's board of directors. Mr. Clough and Ms. Witt disclaim beneficial ownership of the shares except to the extent of any pecuniary interest therein.
On September 24, 2010, all remaining portfolio investments of ABS Capital Partners IV, L.P., ABS Capital Partners IV-A, L.P., ABS Capital Partners IV-Offshore, L.P., ABS Capital Partners IV-Special Offshore, L.P. and ABS Partners IV, L.L.C. (collectively, the "Funds") were transferred to the Trust in connection with the dissolution and liquidation of the Funds.